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CBR.V ·

Cabral Gold Announces Final Closing of Over- Subscribed Private Placement

Financings

Cabral Gold Announces Final Closing of Over-

Subscribed Private Placement

Vancouver, British Columbia--(Newsfile Corp. - April 29, 2024) -

Cabral Gold Inc. (TSXV: CBR) (OTC

Pink: CBGZF) ("Cabral" or the "Company")

is pleased to announce the final closing of its previously

announced non-brokered private placement (the "

Private Placement

").

The Private Placement was

oversubscribed and the Company has issued a total of 14,126,250 units (the "

Units

") at a price of $0.16

per unit for gross proceeds of $2,260,200 pursuant to the Private Placement.

The closing of the final

tranche of the Private Placement, consisted of 2,457,500 Units for gross proceeds of $393,200.

Each Unit consists of one common share in the capital of the Company (a "

Common Share

") and one

half of one common share purchase warrant (each whole common share purchase warrant, a

"

Warrant

").

Each Warrant is exercisable for two years following closing of each individual tranche of the

Private Placement and will entitle the holder to purchase one Common Share at an exercise price of

$0.24.

The Company has incurred finder's fees totaling $37,008 in connection with the Private Placement.

The Company intends to use the net proceeds from the Private Placement for advancing the ongoing

Pre-feasibility study on the gold-in-oxide resources at the Cuiú Cuiú gold district and for general working

capital purposes.

All securities issued in connection with the Private Placement are subject to a statutory hold period of

four months, in accordance with applicable securities legislation and the policies of the TSX Venture

Exchange.

Two directors of the Company participated in the Private Placement, acquiring an aggregate of 250,000

Units for a total of $40,000. Their participation constitutes a "related party transaction" under Multilateral

Instrument 61-101 -

Protection of Minority Security Holders in Special Transactions

("

MI 61-101

"). The

Company will be relying on exemptions from the formal valuation requirements contained in section

5.5(b) of MI 61-101 and the minority shareholder approval requirements contained in section 5.7(1) (a) of

MI 61-101, on the basis that the Company is not listed on specified markets and the fair market value of

the securities issued to the related parties do not exceed 25% of the Company's market capitalization,

as determined in accordance with MI 61-101. The Company did not file a material change report 21

days before closing of the Offering as the details of the insider participation were not known at that time.

About Cabral Gold Inc.

The Company is a junior resource company engaged in the identification, exploration and development

of mineral properties, with a primary focus on gold properties located in Brazil.

The Company has a

100% interest in the Cuiú Cuiú gold district located in the Tapajós Region, within the state of Pará in

northern Brazil. Two main gold deposits have so far been defined at the Cuiú Cuiú project which contains

National Instrument 43-101 compliant Indicated resources of 21.6Mt @ 0.87 g/t gold (604,000 oz) and

Inferred resources of 19.8Mt @ 0.84 g/t gold (534,500 oz).

The Tapajós Gold Province is the site of the largest gold rush in Brazil's history producing an estimated

30 to 50 million ounces of placer gold between 1978 and 1995. Cuiú Cuiú was the largest area of placer

workings in the Tapajós and produced an estimated 2Moz of placer gold historically.

FOR FURTHER INFORMATION PLEASE CONTACT:

"Alan Carter"

President and Chief Executive Officer

Cabral Gold Inc.

Tel: 604.676.5660

Neither the TSX Venture Exchange nor its Regulation Services Provider (as such term is defined in

the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this

release.

Guillermo Hughes, MAusIMM and FAIG., a consultant to the Company as well as a Qualified Person

as defined by National Instrument 43-101, supervised the preparation of the technical information in

this news release.

Forward-looking Statements

This news release contains certain forward-looking information and forward-looking statements within

the meaning of applicable securities legislation (collectively "forward-looking statements").

The use of

the words "will", "expected" and similar expressions are intended to identify forward-looking statements.

These statements involve known and unknown risks, uncertainties and other factors that may cause

actual results or events to differ materially from those anticipated in such forward-looking statements.

Such forward-looking statements should not be unduly relied upon.

This news release contains forward-

looking statements and assumptions pertaining to the following:

use of proceeds.

Actual use of

proceeds may vary from the information provided herein depending on external circumstances such as

market conditions and other relevant business objectives and opportunities that may arise.

The

Company believes the expectations reflected in those forward-looking statements are reasonable, but

no assurance can be given that these expectations will prove to be correct.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE

UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A

VIOLATION OF U.S. SECURITIES LAWS

To view the source version of this press release, please visit

https://www.newsfilecorp.com/release/207218